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4. Defense. If any action or proceeding shall be brought or asserted against the <br /> <br />CITY in respect of which indemnity may be sought from PERMIT HOLDER, the CITY shall <br />promptly notify PERMIT HOLDER in writing, and PERMIT HOLDER shall assume the defense <br />thereof, including the employment of counsel and the payment of all expenses. The CITY shall <br />have the right to employ separate counsel in any such action and to participate in the defense <br />thereof, but the fees and expenses of such counsel shall be the expenses of the CITY unless the <br />named parties to any such action or proceeding (including any implement parties) include both the <br />CITY and PERMIT HOLDER; The CITY shall have been advised by counsel that there may be one <br />or more legal defenses available to the CITY which are different from, or additional to, those <br />available to PERMIT HOLDER (in which case if the CITY notifies PERMIT HOIJDER in writing <br />that the CITY elects to employ separate counsel at the expense of PERMIT HOLDER, PERMIT <br />HOLDER shall not have the right to assume the defense of such action or proceeding on behalf of <br />the CITY. It being understood, however, that PERMIT HOLDER shall not, in connection with <br />any one such actions or proceeding or separate but substantially similar or related actions or <br />proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be <br />liable for, the reasonable fees and expenses of more than one separate f'trm of attorneys at any time <br />for the CITY, which finn shall be designated in writing by the CITY). PERMIT HOLDER shall <br />not be liable to any settlement of any such action or proceeding effected without its written consent, <br />but if settled with its written consent, or if there be a final judgement for the plaintiff in any such <br />action or proceeding, PERMIT HOLDER agrees to indemnify and hold harmless the CITY from <br />and against any loss or liability by reason of such settlement or judgrnent. <br /> <br /> 5. Governing Law. This agreement shall be construed, performed and enforced in <br />accordance with Minnesota law. <br /> <br /> 6. ~ This Agreement shall be binding upon and shall inure to the benefit of <br />the parties hereto and their respective successors and assigns. <br /> <br /> <br />